Common use of Conversion Limitations Clause in Contracts

Conversion Limitations. In order to effect the FPI Protection Restriction, each holder of Multiple Voting Shares will be subject to the 40% Threshold based on the number of Multiple Voting Shares held by such holder as of the date of the initial issuance of the Multiple Voting Shares and thereafter at the end of each of the Corporation’s subsequent fiscal quarters (each, a “Determination Date”), calculated as follows: X = [(A x 0.4) - B] x (C/D) Where on the Determination Date: X = Maximum Number of Subordinate Voting Shares Available For Issue upon Conversion of Multiple Voting Shares by a holder. A = The Number of Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares issued and outstanding on the Determination Date. B = Aggregate number of Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares held of record, directly or indirectly, by U.S. Residents on the Determination Date. C = Aggregate number of Multiple Voting Shares held by holder on the Determination Date. D = Aggregate number of all Multiple Voting Shares on the Determination Date. For purposes of this subsection (g)(iii), the Board of Directors (or a committee thereof) shall designate an officer of the Corporation to determine as of each Determination Date: (A) the 40% Threshold and (B) the FPI Protective Restriction. Within thirty (30) days of the end of each Determination Date (a “Notice of Conversion Limitation”), the Corporation will provide each holder of record a notice of the FPI Protection Restriction and the impact the FPI Protective Provision has on the ability of each holder to exercise the right to convert Multiple Voting Shares held by the holder. To the extent that requests for conversion of Multiple Voting Shares subject to the FPI Protection Restriction would result in the 40% Threshold being exceeded, the number of such Multiple Voting Shares eligible for conversion held by a particular holder shall be prorated relative to the number of Multiple Voting Shares submitted for conversion. To the extent that the FPI Protective Restriction contained in this Section (g) applies, the determination of whether Multiple Voting Shares are convertible shall be in the sole discretion of the Corporation.

Conversion Limitations. In order to effect the FPI Protection Restriction, each holder of Multiple Voting Shares will be subject to the 40% Threshold based on the number of Multiple Voting Shares held by such holder as of the date of the initial issuance of the Multiple Voting Shares and thereafter at the end of each of the CorporationCompany’s subsequent fiscal quarters (each, a “Determination Date”), calculated as follows: X = [(A x 0.4) - B] x (C/D) Where on the Determination Date: X = Maximum Number of Subordinate Voting Shares Available For Issue upon Conversion of Multiple Voting Shares by a holder. A = The Number of Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares issued and outstanding on the Determination Date. B = Aggregate number of Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares held of record, directly or indirectly, by U.S. Residents on the Determination Date. C = Aggregate number of Multiple Voting Shares held by holder on the Determination Date. D = Aggregate number of all Multiple Voting Shares on the Determination Date. For purposes of this subsection (g)(iiif)(iii), the Board of Directors (or a committee thereof) shall designate an officer of the Corporation Company to determine as of each Determination Date: (A) the 40% Threshold and (B) the FPI Protective Restriction. Within thirty (30) days of the end of each Determination Date (a “Notice of Conversion Limitation”), the Corporation Company will provide each holder of record a notice of the FPI Protection Restriction and the impact the FPI Protective Provision has on the ability of each holder to exercise the right to convert Multiple Voting Shares held by the holder. To the extent that requests for conversion of Multiple Voting Shares subject to the FPI Protection Restriction would result in the 40% Threshold being exceeded, the number of such Multiple Voting Shares eligible for conversion held by a particular holder shall be prorated relative to the number of Multiple Voting Shares submitted for conversion. To the extent that the FPI Protective Restriction contained in this Section (gf) applies, the determination of whether Multiple Voting Shares are convertible shall be in the sole discretion of the CorporationCompany.

Conversion Limitations. In order to effect the FPI Protection Protective Restriction, each holder of Multiple Voting Shares will be subject to the 40% Threshold based on the number of Multiple Voting Shares held by such holder as of the date of the initial issuance of the Multiple Voting Shares and thereafter at the end of each of the CorporationCompany’s subsequent fiscal quarters (each, a “Determination Date”), calculated as follows: X = [(A x 0.4) - B] x (C/D) Where on the Determination Date: X = Maximum Number number of Subordinate Voting Shares Available For Issue available for issue upon Conversion conversion of Multiple Voting Shares by a holder. A = The Number number of Subordinate Voting Shares, Multiple Voting Shares and Super Multiple Voting Shares issued and outstanding on the Determination Date. B = Aggregate number of Subordinate Voting Shares, Multiple Voting Shares and Super Multiple Voting Shares held of record, directly or indirectly, by U.S. Residents on the Determination Date. C = Aggregate number of Multiple Voting Shares held by holder on the Determination Date. D = Aggregate number of all Multiple Voting Shares on the Determination Date. For purposes of this subsection (g)(iiiSection 2(f)(iv), the Board of Directors (or a committee thereof) shall designate an officer of the Corporation Company to determine as of each Determination Date: (A) the 40% Threshold and (B) the FPI Protective Restriction. Within thirty (30) days of the end of each Determination Date (a “Notice of Conversion Limitation”), the Corporation Company will provide each holder of record a notice of the FPI Protection Protective Restriction and the impact the FPI Protective Provision Restriction has on the ability of each holder to exercise the right to convert Multiple Voting Shares held by the holder. To the extent that requests for conversion of Multiple Voting Shares subject to the FPI Protection Protective Restriction would result in the 40% Threshold being exceeded, the number of such Multiple Voting Shares eligible for conversion held by a particular holder shall be prorated relative to the number of Multiple Voting Shares submitted for conversion. To the extent that the FPI Protective Restriction contained in this Section (g2(f) applies, the determination of whether Multiple Voting Shares are convertible shall be in the sole discretion of the CorporationCompany.

Conversion Limitations. Subject to the beneficial ownership limitations set forth in the certificate of designation of the Parent’s Series D Preferred Stock and described in Section 2.5 above, which shall further limit the conversions permitted hereby, each Stockholder agrees not to convert more than its pro rata share of the conversion limit (the “Conversion Limit”) of the Series D Preferred Stock on any single Trading Day (as defined in the Series D Certificate of Designation). The Conversion Limit is calculated as 15% (the “Volume Percentage”) of the greater of (i) the trading volume of the Parent’s common stock on the Conversion Notice Delivery Date (as defined in the Series D Certificate of Designation) or (ii) the average trading volume of the Parent’s common stock for the ten (10) Trading Days immediately prior to the Conversion Notice Delivery Date. If the Parent’s common stock is traded at or above $12 per share on the Conversion Notice Delivery Date, the Volume Percentage shall be increased to 20% for purposes of calculating the Conversion Limit applicable to that day. The Parent and Stockholders agree that the Conversion Limit shall be applied to all holders of the Series D Preferred Stock in the same manner and to the same extent (accounting for each holder’s pro rata share), and that any waiver, termination or modification of the Conversion Limit shall affect all holders equally. In order to effect the FPI Protection Restrictionevent that the Conversion Limit is waived, terminated or otherwise modified by the Parent, each holder of Multiple Voting Shares Series D Preferred Stock shall be entitled to the benefit of such waiver, termination or modification (as the case may be) and shall be entitled to the same revised conversion limit terms at the time of such waiver, termination or modification, provided, however, that if any condition must be satisfied or consideration provided for such waiver, termination or modification, each holder will be subject required to satisfy such condition or provide such consideration (accounting for each holder’s pro rata share) in order to be entitled to the 40% Threshold based on the number of Multiple Voting Shares held by such holder as of the date of the initial issuance of the Multiple Voting Shares and thereafter at the end of each of the Corporation’s subsequent fiscal quarters (each, a “Determination Date”), calculated as follows: X = [(A x 0.4) - B] x (C/D) Where on the Determination Date: X = Maximum Number of Subordinate Voting Shares Available For Issue upon Conversion of Multiple Voting Shares by a holderbenefits thereof. A = The Number of Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares issued and outstanding on the Determination Date. B = Aggregate number of Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares held of record, directly or indirectly, by U.S. Residents on the Determination Date. C = Aggregate number of Multiple Voting Shares held by holder on the Determination Date. D = Aggregate number of all Multiple Voting Shares on the Determination Date. For purposes of this subsection (g)(iii), the Board of Directors (or a committee thereof) shall designate an officer of the Corporation to determine as of each Determination Date: (A) the 40% Threshold and (B) the FPI Protective Restriction. Within thirty (30) days of the end of each Determination Date (a “Notice of Conversion Limitation”), the Corporation will provide each holder of record a notice of the FPI Protection Restriction and the impact the FPI Protective Provision has on the ability of each holder to exercise the right to convert Multiple Voting Shares held by the holder. To the extent that requests for conversion of Multiple Voting Shares subject to the FPI Protection Restriction would result in the 40% Threshold being exceeded, the number of such Multiple Voting Shares eligible for conversion held by a particular holder shall be prorated relative to the number of Multiple Voting Shares submitted for conversion. To the extent that the FPI Protective Restriction contained Notwithstanding anything in this Section (g) applies6.9 or in the Series D Certificate of Designation, a holder of the Series D Preferred Stock may convert such shares of Series D Preferred Stock without regards to the Conversion Limit if the stock is traded at or above $15 on the Conversion Notice Delivery Date. Each certificate evidencing shares of Series D Preferred Stock shall contain a legend reflecting the terms of the restrictions on conversions set forth in this Section 6.9. Notwithstanding anything to the foregoing, in the event of a discrepancy between this Section 6.9 and the terms of the Series D Certificate of Designation, the determination of whether Multiple Voting Shares are convertible shall be in the sole discretion terms of the CorporationSeries D Certificate of Designation shall govern.

Conversion Limitations. In order to effect the FPI Protection Protective Restriction, each holder of Multiple Voting Shares will be subject to the 40% Threshold based on the number of Multiple Voting Shares held by such holder as of the date of the initial issuance of the Multiple Voting Shares and thereafter at the end of each of the Corporation’s Company's subsequent fiscal quarters (each, a “"Determination Date”"), calculated as follows: X = [(A x 0.4) - B] x (C/D) Where Where, on the Determination Date: X = Maximum Number of Subordinate Voting Shares Available For Issue upon Conversion of Multiple Voting Shares by a holder. A = The Number of Subordinate Voting Shares, Multiple Voting Shares and Super Multiple Voting Shares issued and outstanding on the Determination Date. B = Aggregate number of Subordinate Voting Shares, Multiple Voting Shares and Super Multiple Voting Shares held of record, directly or indirectly, by U.S. Residents on the Determination Date. C = Aggregate number of Multiple Voting Shares held by a holder on the Determination Date. D = Aggregate number of all Multiple Voting Shares on the Determination Date. For purposes of this subsection (g)(iii), the Board of Directors (or a committee thereof) The Conversion Limitation Officer shall designate an officer of the Corporation to determine as of each Determination Date: (A) , in his or her sole discretion acting reasonably, the 40% Threshold aggregate number of Subordinate Voting Shares and (B) Multiple Voting Shares held of record, directly or indirectly, by U.S. Residents, the FPI Protective Restriction. Within thirty (30) days maximum number of Subordinate Voting Shares which may be issued upon exercise of the end Conversion Rights, generally in accordance with the formula set forth immediately above. Upon request by a holder of each Determination Date (a “Notice of Conversion Limitation”)Multiple Voting Shares, the Corporation Company will provide each holder of record a notice of the FPI Protection Restriction and the impact the FPI Protective Provision has on the ability of each holder to exercise the right to convert Multiple Voting Shares held with notice of such maximum number as at the most recent Determination Date, or a more recent date as may be determined by the holderConversion Limitation Officer in its discretion. To the extent that requests for conversion issuances of Multiple Subordinate Voting Shares subject to on exercise of the FPI Protection Restriction Conversion Rights would result in the 40% Threshold being exceeded, the number of such Multiple Subordinate Voting Shares eligible for conversion held by a particular to be issued will be pro-rated among each holder shall be prorated relative to the number of Multiple Voting Shares submitted for conversionexercising the Conversion Rights. To Notwithstanding the extent that provisions of Subsections 25.1(f)(iv) and (v), the directors may by resolution waive the application of the FPI Protective Restriction contained in this Section (g) appliesto any exercise or exercises of the Conversion Rights to which the FPI Protective Restriction would otherwise apply, or to future Conversion Rights generally, including with respect to a period of time, if the determination directors determine that the exercise of whether Multiple Voting Shares are convertible shall be such Conversion Rights is in the sole discretion best interests of the CorporationCompany.